Common use of Underwritten Demand Registration Clause in Contracts

Underwritten Demand Registration. (a) Commencing on or after the date that is three hundred sixty five (365) days after the consummation date of the IPO and until such time as a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) has been declared effective, or if at any time on or after the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) shall not be effective, the majority in interest of the Rady Holder(s) may make written requests to the Company for one or more registrations of underwritten offerings under the Securities Act of all or part of their Common Stock constituting Registrable Securities (a “Rady Demand Registration”). The Company shall prepare and file a registration statement on an appropriate form with respect to any Rady Demand Registration (the “Rady Demand Registration Statement”) and shall use its reasonable efforts to cause the Rady Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any request for a Rady Demand Registration will specify the number of shares of Registrable Securities proposed to be sold in the underwritten offering. The Company shall have the opportunity to register such number of shares of Common Stock as it may elect on the Rady Demand Registration Statement and as part of the same underwritten offering in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”). Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration shall consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Rady Demand Registration.

Underwritten Demand Registration. (a) Commencing on or after the date that is three hundred sixty five (365) 365 days after the consummation date of the IPO and until such time as a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) has been declared effective, or if at any time on or after the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement (any Holder or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) shall not be effective, the majority in interest of the Rady Holder(s) Holders may make a written requests request to the Company (a “Demand”) for one or more registrations registration of an underwritten offerings offering under the Securities Act of all or part of its or their Common Stock constituting Registrable Securities that in the aggregate equals or is greater than the Minimum Registration Amount (a “Rady Demand Registration”). The Company shall prepare and file a registration statement on an appropriate form with respect to any Rady Demand Registration (the “Rady Demand Registration Statement”) and shall use its reasonable efforts to cause the Rady Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof). Any request for a Rady Demand Registration will specify (i) the aggregate number of shares of Registrable Securities proposed requested to be sold registered in such Demand Registration, (ii) the intended method of disposition in connection with such Demand Registration, to the extent then known, and (iii) the identity of the Holder (or Holders). Within five days after receipt of a Demand, the Company shall give written notice of such Demand to any other Person that, on the date such Demand is delivered to the Company, is a Holder. Subject to Section 2.3, the Company shall include in the underwritten offeringDemand Registration covered by such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within five days after such notice by the Company has been given. Such written request shall comply with the requirements of a Demand as set forth in this Section 2.1(a). The Company shall have will, subject to the opportunity terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities that the Company has been so requested to register by the Holder or Holders for disposition in accordance with the intended method of disposition stated in such number of Demand; (ii) all other Registrable Securities that the Company has been requested to register by any Holders pursuant to this Section 2.1(a); and (iii) all other shares of Common Stock as it that the Company may elect on the Rady Demand Registration Statement and as part of the same underwritten offering to register in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”)any offering of Registrable Securities pursuant to this Section 2.1, but subject to Section 2.3. Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration that hold a majority of the Registrable Securities included in such Demand Registration shall consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Rady Demand Registration. The Company shall not be obligated to effect more than one Demand Registration.

Underwritten Demand Registration. (a) Commencing on At any time or from time to time after the date that is three hundred sixty five (365) days after hereof, any Initiating Holder shall have the consummation date right to request, by delivery of the IPO and until such time as a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) has been declared effective, or if at any time on or after the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement) shall not be effective, the majority in interest of the Rady Holder(s) may make written requests notice to the Company for one or more registrations of underwritten offerings (an “Underwritten Demand Notice”), that the Company file a registration statement under the Securities Act of (an “Underwritten Registration Statement”) covering all or part a portion of their Common Stock constituting the Registrable Securities for the purpose of effecting an underwritten offering of such Registrable Securities (a an “Rady Underwritten Demand Registration”); provided, however, that no Initiating Holder shall be entitled to demand an Underwritten Demand Registration Statement during the period when the Company is exercising its right to defer a Shelf Demand Registration pursuant to Section 3(b). The Any such Underwritten Demand Notice must request the registration of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported by the NASDAQ National Market (or, if the Registrable Securities are not traded on the NASDAQ national market, on any other securities exchange or market upon which the Registrable Securities are then traded) over the ten (10) consecutive trading days prior to the date of the Underwritten Demand Notice, of not less than fifty million dollars ($50,000,000). Subject to Section 6(b)(A), as soon as reasonably practicable, but in no event later than forty-five (45) days (thirty (30) days if the registration statement will be on Form S-3) after receiving an Underwritten Demand Notice, the Company shall prepare and file with the Commission a registration statement on an appropriate form with respect covering the Registrable Securities subject to any Rady the Underwritten Demand Registration (the “Rady Demand Registration Statement”Notice. Subject to Sections 2(b) and 4, the Company shall use its reasonable best efforts to cause the Rady Demand Registration Statement such registration statement to become effective as expeditiously as possible. Any registration under this Section 2 shall be declared effective on a form designated by the Commission as promptly as reasonably practicable after managing underwriter for such registration and the filing thereof. Any request for a Rady Demand Registration will specify the number applicable registration statement shall reflect such plan or method of shares of Registrable Securities proposed to be sold in the underwritten offering. The Company shall have the opportunity to register such number of shares of Common Stock as it may elect on the Rady Demand Registration Statement and as part distribution of the same underwritten offering in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”). Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration shall consent in writing, no party, other than the Company, applicable securities as shall be permitted to offer securities in connection with any such Rady Demand Registrationdesignated by the managing underwriter.

Underwritten Demand Registration. (a) Commencing on or after Subject to Section 3 hereof, at any time during the date that is three hundred sixty five Demand Period, any 1% Holder (365the “Demand Holder”) days after may deliver to the consummation date Company a written notice (a “Demand Registration Notice”) informing the Company of the IPO and until such time as Demand Holder’s desire to have their Registrable Securities with a Market Value of at least $150,000,000 registered for sale under the Securities Act in an Underwritten Offering (a “Demand Registration”); provided, that each 1% Holder shall have the right to no more than one (1) Demand Registration during the Demand Period; provided, however, if a Resale Shelf Registration Statement (is not declared effective by the Commission on or prior to the extent permitted by Section 2.4(b)Resale Shelf Effective Date, an Issuer each 1% Holder shall have the right to one additional Demand Registration for each 180-day period following such Resale Shelf Registration Statement) has been declared effectiveEffective Date, or if at any time on or after during which the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement is not declared effective by the Commission. As soon as reasonably practicable following receipt of a Demand Registration Notice, but in no event more than forty-five (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement45) shall not be effectivedays following receipt of such notice, the majority in interest of the Rady Holder(s) may make written requests to the Company for one or more registrations of underwritten offerings under the Securities Act of all or part of their Common Stock constituting Registrable Securities (a “Rady Demand Registration”). The Company shall use its commercially reasonable efforts to prepare and file a registration statement on an appropriate form with respect to any Rady such Demand Registration (the “Rady Demand Registration Statement”) and shall use its commercially reasonable efforts to cause the Rady such Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after within 120 days following the date of filing thereof. Any request for a Rady Demand Registration will shall specify the number of shares of Registrable Securities proposed to be sold in the underwritten offeringUnderwritten Offering and shall be made to the Company in accordance with the notice provisions set forth in Section 8(f) hereto. The Company A Demand Registration effected pursuant to this Section 2.2(a) shall have not be taken into account when calculating the opportunity to register such number of shares Underwritten Offerings that have been effected by any 1% Holder for purposes of Common Stock as it may elect on the Rady Demand Registration Statement and as part Section 2.1(c)(iii) of the same underwritten offering in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”). Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration shall consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Rady Demand Registrationthis Agreement.

Underwritten Demand Registration. (a) Commencing on or after Subject to Section 3 hereof, at any time during the date that is three hundred sixty five Demand Period, any 1% Holder (365the "Demand Holder") days after may deliver to the consummation date Company a written notice (a "Demand Registration Notice") informing the Company of the IPO and until such time as Demand Holder's desire to have their Registrable Securities with a Market Value of at least $150,000,000 registered for sale under the Securities Act in an Underwritten Offering (a "Demand Registration"); provided, that each 1% Holder shall have the right to no more than one (1) Demand Registration during the Demand Period; provided, however, if a Resale Shelf Registration Statement (is not declared effective by the Commission on or prior to the extent permitted by Section 2.4(b)Resale Shelf Effective Date, an Issuer each 1% Holder shall have the right to one additional Demand Registration for each 180-day period following such Resale Shelf Registration Statement) has been declared effectiveEffective Date, or if at any time on or after during which the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement is not declared effective by the Commission. As soon as reasonably practicable following receipt of a Demand Registration Notice, but in no event more than forty-five (or to the extent permitted by Section 2.4(b), an Issuer Shelf Registration Statement45) shall not be effectivedays following receipt of such notice, the majority in interest of the Rady Holder(s) may make written requests to the Company for one or more registrations of underwritten offerings under the Securities Act of all or part of their Common Stock constituting Registrable Securities (a “Rady Demand Registration”). The Company shall use its commercially reasonable efforts to prepare and file a registration statement on an appropriate form with respect to any Rady such Demand Registration (the “Rady "Demand Registration Statement”") and shall use its commercially reasonable efforts to cause the Rady such Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after within 120 days following the date of filing thereof. Any request for a Rady Demand Registration will shall specify the number of shares of Registrable Securities proposed to be sold in the underwritten offeringUnderwritten Offering and shall be made to the Company in accordance with the notice provisions set forth in Section 8(f) hereto. The Company A Demand Registration effected pursuant to this Section 2.2(a) shall have not be taken into account when calculating the opportunity to register such number of shares Underwritten Offerings that have been effected by any 1% Holder for purposes of Common Stock as it may elect on the Rady Demand Registration Statement and as part Section 2.1(c)(iii) of the same underwritten offering in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”). Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration shall consent in writing, no party, other than the Company, shall be permitted to offer securities in connection with any such Rady Demand Registrationthis Agreement.

Underwritten Demand Registration. Holders shall have the right to request that a Demand Registration be effected as an underwritten offering at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be disposed of by such Holder in such underwritten offering. All Holders proposing to participate in such underwriting shall (ai) Commencing on or after enter into an underwriting agreement in customary form with the date that is three hundred sixty five (365underwriter(s) days after selected for such underwriting by the consummation date Company and reasonably acceptable to a Majority-in-Interest of the IPO Registrable Securities included in such offering, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and until (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such time underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders that the dollar amount or number of Registrable Securities which the Holders desire to sell, taken together with all other Common Shares or other securities which the Company desires to sell and the Common Shares or other securities, if any, as a Resale Shelf Registration Statement to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Company, if any, who desire to sell or otherwise, exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Threshold”), then the Company shall include in such registration: (1) first, the Registrable Securities (pro rata in accordance with the number of Registrable Securities then held by such Holder) that can be sold without exceeding the Maximum Threshold; (2) second, to the extent permitted by Section 2.4(bthat the Maximum Threshold has not been reached under the foregoing clause (1), an Issuer Shelf Registration Statementthe Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; (3) has been declared effectivethird, or if at any time on or after the date that is sixteen (16) months after the consummation date of the IPO, a Resale Shelf Registration Statement (or to the extent permitted by Section 2.4(bthat the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), an Issuer Shelf Registration Statementthe Common Shares or other securities for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons and that can be sold without exceeding the Maximum Threshold; and (4) shall fourth, to the extent that the Maximum Threshold has not be effectivebeen reached under the foregoing clauses (1), (2) and (3), the majority in interest of Common Shares that other stockholders desire to sell that can be sold without exceeding the Rady Holder(s) may make written requests Maximum Threshold to the Company for one or more registrations of underwritten offerings under the Securities Act of all or part of their Common Stock constituting Registrable Securities (a “Rady Demand Registration”). The Company shall prepare and file a registration statement on an appropriate form with respect to any Rady Demand Registration (the “Rady Demand Registration Statement”) and shall use its reasonable efforts to cause the Rady Demand Registration Statement to be declared effective by the Commission as promptly as reasonably practicable after the filing thereof. Any request for a Rady Demand Registration will specify the number of shares of Registrable Securities proposed to be sold in the underwritten offering. The Company shall have the opportunity to register such number of shares of Common Stock as it may elect on the Rady Demand Registration Statement and as part of the same underwritten offering in connection with a Rady Demand Registration (a “Company Piggy-Back Registration”). Unless a majority in interest of the Rady Holders participating in such Rady Demand Registration shall consent in writing, no party, other than extent that the Company, shall be permitted in its sole discretion, wishes to offer securities in connection with any permit such Rady Demand Registrationsales pursuant to this clause (4).